UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2004
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number: 0-14207
RANCON REALTY FUND IV,
A CALIFORNIA LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
| California | 33-0016355 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 400 South El Camino Real, Suite 1100 San Mateo, California |
94402-1708 | |
| (Address of principal executive offices) | (Zip Code) |
(650) 343-9300
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ¨ No x
Total number of units outstanding as of August 13, 2004: 69,611
RANCON REALTY FUND IV,
A CALIFORNIA LIMITED PARTNERSHIP
| Page No. | ||||||
| PART I |
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| Item 1. |
Consolidated Financial Statements of Rancon Realty Fund IV (Unaudited): |
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| Consolidated Balance Sheets at June 30, 2004 and December 31, 2003 |
3 | |||||
| Consolidated Statements of Operations for the three and six months ended June 30, 2004 and 2003 |
4 | |||||
| Consolidated Statement of Partners Equity for the six months ended June 30, 2004 |
5 | |||||
| Consolidated Statements of Cash Flows for the six months ended June 30, 2004 and 2003 |
6 | |||||
| 7-13 | ||||||
| Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
14-21 | ||||
| Item 3. |
21 | |||||
| Item 4. |
21-22 | |||||
| PART II |
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| Item 1. |
23 | |||||
| Item 4. |
23 | |||||
| Item 6. |
23 | |||||
| 24 | ||||||
2
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Balance Sheets
(in thousands, except units outstanding)
(Unaudited)
| June 30, 2004 |
December 31, 2003 |
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| Assets |
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| Investments in real estate: |
||||||||
| Rental properties |
$ | 43,284 | $ | 42,839 | ||||
| Accumulated depreciation |
(15,946 | ) | (15,271 | ) | ||||
| Rental properties, net |
27,338 | 27,568 | ||||||
| Construction in progress |
8,081 | 1,090 | ||||||
| Land held for development |
272 | 703 | ||||||
| Total real estate investments |
35,691 | 29,361 | ||||||
| Cash and cash equivalents |
2,857 | 3,312 | ||||||
| Accounts receivable |
6 | 66 | ||||||
| Deferred costs, net of accumulated amortization of $2,451 and $2,315 at June 30, 2004 and December 31, 2003, respectively |
915 | 827 | ||||||
| Prepaid expenses and other assets |
1,035 | 1,053 | ||||||
| Total assets |
$ | 40,504 | $ | 34,619 | ||||
| Liabilities and Partners Equity |
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| Liabilities: |
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| Notes payable and line of credit |
$ | 11,207 | $ | 7,782 | ||||
| Accounts payable and other liabilities |
348 | 241 | ||||||
| Construction costs payable |
948 | 146 | ||||||
| Prepaid rent |
113 | 58 | ||||||
| Total liabilities |
12,616 | 8,227 | ||||||
| Commitments and contingent liabilities (Note 5) |
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| Partners Equity: |
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| General Partner |
(529 | ) | (571 | ) | ||||
| Limited partners, 69,668 and 70,239 limited partnership units outstanding at June 30, 2004 and December 31, 2003, respectively |
28,417 | 26,963 | ||||||
| Total partners equity |
27,888 | 26,392 | ||||||
| Total liabilities and partners equity |
$ | 40,504 | $ | 34,619 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
3
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Statements of Operations
(in thousands, except per unit amounts and units outstanding)
(Unaudited)
| Three months ended June 30, |
Six months ended June 30, | ||||||||||||
| 2004 |
2003 |
2004 |
2003 | ||||||||||
| Revenue |
|||||||||||||
| Rental income |
$ | 1,706 | $ | 1,931 | $ | 3,413 | $ | 3,570 | |||||
| Interest and other income |
(2 | ) | 16 | 9 | 28 | ||||||||
| Total revenue |
1,704 | 1,947 | 3,422 | 3,598 | |||||||||
| Expenses |
|||||||||||||
| Operating |
587 | 625 | 1,184 | 1,257 | |||||||||
| Interest expense |
118 | 199 | 257 | 400 | |||||||||
| Depreciation and amortization |
377 | 343 | 759 | 678 | |||||||||
| Expenses associated with undeveloped land |
74 | 77 | 137 | 154 | |||||||||
| General and administrative |
318 | 294 | 614 | 561 | |||||||||
| Total expenses |
1,474 | 1,538 | 2,951 | 3,050 | |||||||||
| Income before gain on sale of land |
230 | 409 | 471 | 548 | |||||||||
| Gain on sale of land |
1,347 | | 1,347 | | |||||||||
| Net income |
$ | 1,577 | $ | 409 | $ | 1,818 | $ | 548 | |||||
| Basic and diluted net income per limited partnership unit |
$ | 21.49 | $ | 5.18 | $ | 24.72 | $ | 6.92 | |||||
| Weighted average number of limited partnership units outstanding during each period |
69,710 | 71,050 | 69,854 | 71,226 | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Statement of Partners Equity
For the six months ended June 30, 2004
(in thousands)
(Unaudited)
| General Partners |
Limited Partners |
Total |
||||||||||
| Balance (deficit) at December 31, 2003 |
$ | (571 | ) | $ | 26,963 | $ | 26,392 | |||||
| Redemption of limited partnership units |
| (250 | ) | (250 | ) | |||||||
| Net income |
114 | 1,704 | 1,818 | |||||||||
| Distributions |
(72 | ) | | (72 | ) | |||||||
| Balance (deficit) at June 30, 2004 |
$ | (529 | ) | $ | 28,417 | $ | 27,888 | |||||
The accompanying notes are an integral part of these consolidated financial statements.
5
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
| Six months ended June 30, |
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| 2004 |
2003 |
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| Cash flows from operating activities: |
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| Net income |
$ | 1,818 | $ | 548 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
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| Gain on sale of land |
(1,347 | ) | | |||||
| Depreciation and amortization |
759 | 678 | ||||||
| Amortization of loan fees, included in interest expense |
52 | 51 | ||||||
| Changes in certain assets and liabilities: |
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| Accounts receivable |
60 | 156 | ||||||
| Deferred costs |
(224 | ) | (44 | ) | ||||
| Prepaid expenses and other assets |
18 | (15 | ) | |||||
| Accounts payable and other liabilities |
107 | (140 | ) | |||||
| Prepaid rent |
55 | 340 | ||||||
| Net cash provided by operating activities |
1,298 | 1,574 | ||||||
| Cash flows from investing activities: |
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| Net proceeds from sale of land |
1,778 | | ||||||
| Additions to real estate |
(6,634 | ) | (394 | ) | ||||
| Net cash used for investing activities |
(4,856 | ) | (394 | ) | ||||
| Cash flows from financing activities: |
||||||||
| Line of credit draws |
3,525 | | ||||||
| Principal payments on notes payable |
(100 | ) | (91 | ) | ||||
| Distributions to General Partner |
(72 | ) | | |||||
| Redemption of limited partnership units |
(250 | ) | (291 | ) | ||||
| Net cash provided by (used for) financing activities |
3,103 | (382 | ) | |||||
| Net (decrease) increase in cash and cash equivalents |
(455 | ) | 798 | |||||
| Cash and cash equivalents at beginning of period |
3,312 | 3,764 | ||||||
| Cash and cash equivalents at end of period |
$ | 2,857 | $ | 4,562 | ||||
| Supplemental disclosure of cash flow information: |
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| Cash paid for interest |
$ | 366 | $ | 365 | ||||
| Interest capitalized |
$ | 161 | | |||||
The accompanying notes are an integral part of these consolidated financial statements.
6
A California Limited Partnership
Notes to Consolidated Financial Statements
(Unaudited)
Note 1. ORGANIZATION
Rancon Realty Fund IV, a California Limited Partnership, (the Partnership), was organized in accordance with the provisions of the California Uniform Limited Partnership Act for the purpose of acquiring, developing, operating and disposing of real property. The Partnership was organized in 1984 and reached final funding in July 1987. The general partners of the Partnership are Daniel L. Stephenson and Rancon Financial Corporation (RFC), hereinafter referred to as the Sponsor or the General Partner. RFC is wholly-owned by Daniel L. Stephenson. The Partnership has no employees.
During the six months ended June 30, 2004, a total of 571 Units of limited partnership interest (the Units) were redeemed at an average price of $437. As of June 30, 2004, there were 69,668 Units outstanding.
In the opinion of RFC and the General Partner, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal accruals) necessary to present fairly the consolidated financial position of the Partnership as of June 30, 2004 and December 31, 2003, and the related consolidated statements of operations for the three and six months ended June 30, 2004 and 2003, partners equity for the six months ended June 30, 2004, and cash flows for the six months ended June 30, 2004 and 2003.
Allocation of Net Income and Net Loss
Allocations of net income and net losses are made pursuant to the terms of the Partnership Agreement. Generally, net income from operations is allocated 90% to the limited partners and 10% to the General Partner. Net losses from operations are allocated 99% to the limited partners and 1% to the General Partner until such time as a partners capital account is reduced to zero. Additional losses will be allocated entirely to those partners with positive capital account balances until such balances are reduced to zero.
Net income other than net income from operations shall be allocated as follows: (i) first, to the partners who have a deficit balance in their capital account, provided that, in no event, shall the General Partner be allocated more than 5% of the net income other than net income from operations until the earlier of sale or disposition of substantially all of the assets or the distribution of cash (other than cash from operations) equal to the Unitholders original invested capital; (ii) second, to the limited partners in proportion to and to the extent of the amounts to increase their capital accounts to an amount equal to the sum of the adjusted invested capital of their units plus an additional cumulative non-compounded 6% return per annum (plus additional amounts depending on the date Units were purchased); (iii) third, to the partners in the minimum amount required to first equalize their capital account in proportion to the number of units owned, and then, to bring the sum of the balances of the capital accounts of the limited partners and the General Partner into the ratio of 4 to 1; and (iv) the balance, if any, 80% to the limited partners and 20% to the General Partner. In no event shall the General Partner be allocated less than 1% of the net income other than net income from operations for any period. Net loss other than net loss from operations shall be allocated 99% to the limited partners and 1% to the General Partner.
The terms of the Partnership agreement call for the General Partner to restore any deficit that may exist in its capital account after allocation of gains and losses from the sale of the final property owned by the Partnership, but prior to any liquidating distributions being made to the partners.
Distribution of Cash
The Partnership shall make annual or more frequent distributions of substantially all cash available to be distributed to partners as determined by the General Partner, subject to the following: (i) distributions may be restricted or suspended for limited periods when the General Partner determines in its absolute discretion that it is in the best interest of the Partnership; and (ii) all distributions are subject to the payments of partnership expenses and maintenance of reasonable reserves for debt service, alterations improvements, maintenance, replacement of furniture and fixtures, working capital and contingent liabilities.
All excess cash from operations shall be distributed 90 percent to the limited partners and 10 percent to the General Partner.
All cash from sales or refinancing and any other cash determined by the General Partner to be available for distribution other than cash from operations shall be distributed in the following order of priority: (i) first, 1 percent to the General Partner and 99 percent to the limited partners in proportion to the outstanding positive amounts of Adjusted Invested Capital (as defined in the Partnership Agreement) for each of their Units until Adjusted Invested Capital (as defined in the Partnership Agreement) for each Unit is reduced to zero; (ii) second, 1 percent to the General Partner and 99 percent to the limited partners until each of the limited partners has received an amount which, including cash from operations previously distributed to the limited partners, equals a 12 percent annual cumulative non-compounded return on the Adjusted Invested Capital (as defined in the Partnership Agreement) of their Units plus such limited partners Limited Incremental Preferential Return (as defined in the Partnership Agreement), if any, with respect to each such Unit, on the Adjusted Investment Capital (as defined in the Partnership Agreement) of such Units for the twelve month period following the date upon which such Unit was purchased from the Partnership and
7
RANCON REALTY FUND IV
A California Limited Partnership
Notes to Consolidated Financial Statements